Common use of Certain Contingencies Clause in Contracts

Certain Contingencies. For purposes of this Agreement, including Article III hereof, each of IMS HEALTH and the Corporation agrees that: (i) notwithstanding anything to the contrary herein or in the Tax Allocation Agreement, each of the Corporation and IMS HEALTH shall be liable for a portion of the liabilities related to certain prior business transactions to the extent and in the circumstances described in Schedule 2.1(j)(i); (ii) any and all Liabilities of Cognizant under the Indemnity and Joint Defense Agreement or otherwise related to the IRI Action, including legal fees and expenses related thereto, shall be allocated 75% to the IMS HEALTH Group (and thereby become IMS HEALTH Liabilities hereunder) and 25% to the NMR Group (and thereby become NMR Liabilities hereunder); provided that any such legal fees and expenses incurred prior to January 1, 1999 shall be IMS HEALTH Liabilities and not NMR Liabilities; and provided further that the aggregate amount of NMR Liabilities under Section 2.1(j)(i) and this Section 2.1(j)(ii) shall be limited to $125 million, and any amounts in excess of $125 million shall be IMS HEALTH Liabilities; and (iii) notwithstanding anything to the contrary herein or in the Tax Allocation Agreement, each of the Corporation and IMS HEALTH agree that the Corporation's interests in certain prior business transactions described on Schedule 2.1(j)(i) of the 1996 Distribution Agreement shall be held by IMS HEALTH or a member of the IMS HEALTH Group and not by NMR or any member of the NMR Group and any rights or Liabilities arising in connection with such interests and any transactions relating thereto shall be IMS HEALTH rights and Liabilities and not NMR rights and Liabilities.

Certain Contingencies. For purposes of this Agreement, including Article III hereof, each of IMS HEALTH and the Corporation agrees that: (i) notwithstanding anything to the contrary herein or in the Tax Allocation Agreement, each of the Corporation and IMS HEALTH shall be liable for a portion of the liabilities related to certain prior business transactions to the extent and in the circumstances described in Schedule 2.1(j)(i); (ii) subject to Section 2.1(p), any and all Liabilities of Cognizant under the Indemnity and Joint Defense Agreement or otherwise related to the IRI Action, including legal fees and expenses related thereto, shall be allocated 75% to the IMS HEALTH Group (and thereby become IMS HEALTH Liabilities hereunder) and 25% to the NMR Group (and thereby become NMR Liabilities hereunder); provided that (X) any such legal fees and expenses incurred prior to January 1, 1999 shall be IMS HEALTH Liabilities and not NMR LiabilitiesLiabilities and (Y) any such legal fees and expenses incurred during 1999 that are NMR Liabilities will be reimbursed to IMS HEALTH on the first business day after January 1, 2000 with respect to fees incurred through November 30, 1999 and notified to the Corporation, and within 10 business days after notice to the Corporation of other such fees incurred in 1999; and provided further that the aggregate amount of NMR Liabilities under Section 2.1(j)(i) and this Section 2.1(j)(ii) shall be limited to $125 million, and any amounts in excess of $125 million shall be IMS HEALTH Liabilities; and (iii) notwithstanding anything to the contrary herein or in the Tax Allocation Agreement, each of the Corporation and IMS HEALTH agree that the Corporation's interests in certain prior business transactions described on Schedule 2.1(j)(i) of the 1996 Distribution Agreement shall be held by IMS HEALTH or a member of the IMS HEALTH Group and not by NMR or any member of the NMR Group and any rights or Liabilities arising in connection with such interests and any transactions relating thereto shall be IMS HEALTH rights and Liabilities and not NMR rights and Liabilities.

Certain Contingencies. For purposes of this Agreement, including Article III hereof, each of IMS HEALTH and the Corporation agrees that: (i) notwithstanding anything to the contrary herein or in the Tax Allocation Agreement, each of the Corporation and IMS HEALTH shall be liable for a portion of the liabilities related to certain prior business transactions to the extent and in the circumstances described in Schedule 2.1(j)(i); (ii) any and all Liabilities of Cognizant under the Indemnity and Joint Defense Agreement or otherwise related to the IRI Action, including legal fees and expenses related thereto, shall be allocated 75% to the IMS HEALTH Group (and thereby become IMS HEALTH Liabilities hereunder) and 25% to the NMR Group (and thereby become NMR Liabilities hereunder); provided PROVIDED that any such legal fees and expenses incurred prior to January 1, 1999 shall be IMS HEALTH Liabilities and not NMR Liabilities; and provided further PROVIDED FURTHER that the aggregate amount of NMR Liabilities under Section 2.1(j)(i) and this Section 2.1(j)(ii) shall be limited to $125 million, and any amounts in excess of $125 million shall be IMS HEALTH Liabilities; and (iii) notwithstanding anything to the contrary herein or in the Tax Allocation Agreement, each of the Corporation and IMS HEALTH agree that the Corporation's interests in certain prior business transactions described on Schedule 2.1(j)(i) of the 1996 Distribution Agreement shall be held by IMS HEALTH or a member of the IMS HEALTH Group and not by NMR or any member of the NMR Group and any rights or Liabilities arising in connection with such interests and any transactions relating thereto shall be IMS HEALTH rights and Liabilities and not NMR rights and Liabilities.